REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 27th day of November 2007, by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 24th, 2009 • Global Consumer Acquisition Corp. • Blank checks • New York
This Amended and Restated Warrant Agreement (this “Warrant Agreement”) is made as of July 20, 2009 between Global Consumer Acquisition Corp., a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”) and amends and restates that certain Warrant Agreement dated as of November 27, 2007 between the Company and the Warrant Agent (the “Original Warrant Agreement”).
30,000,000 Units GLOBAL CONSUMER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of thirty million units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to four million, five hundred thousand (4,500,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2011 • Western Liberty Bancorp • National commercial banks • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______________ , 2011 by and among Western Liberty Bancorp, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
WESTERN LIBERTY BANCORP AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Western Liberty Bancorp • National commercial banks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 8, 2010 between Western Liberty Bancorp, a Delaware corporation, its successors or assigns (the “Company”), and William E. Martin (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2007 by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Global Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
Re: Agreement Relating to Service as an Officer of Western Liberty BancorpLetter Agreement • November 3rd, 2010 • Western Liberty Bancorp • National commercial banks • New York
This letter agreement (the “Letter Agreement”) is being delivered to you in connection with your service as an officer of Western Liberty Bancorp (the “Company”) during the period in which the Company sought the requisite regulatory approval to become a bank holding company in connection with its acquisition of Service1st Bank of Nevada. In connection with and in consideration of the foregoing, and in consideration of the representations, warranties and mutual covenants made in this Letter Agreement, the parties hereto agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 4th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
This Agreement is made as of November 27, 2007 by and between Global Consumer Acquisition Corp. (the “Company”), whose principal office is located at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019, and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004.
GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Scott LaPorta (“Purchaser”).
GLOBAL CONSUMER LETTERHEAD] April 28, 2009Letter Agreement • April 28th, 2009 • Global Consumer Acquisition Corp. • Blank checks • New York
This letter agreement (the “Letter Agreement”) is being delivered to you in connection with your agreement hereby to serve as the President (“President”) of Global Consumer Acquisition Corp., a Delaware corporation (the “Company”). In connection with and in consideration of your appointment as President, and in consideration of the representations, warranties and mutual covenants made in this Letter Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WESTERN ALLIANCE BANCORPORATION AND WESTERN LIBERTY BANCORP DATED AS OF August 17, 2012Agreement and Plan of Merger • August 22nd, 2012 • Western Liberty Bancorp • National commercial banks • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2012 (this “Agreement”), is entered into by and between Western Alliance Bancorporation (“WAL”), a Nevada corporation, and Western Liberty Bancorp, a Delaware corporation (“Target”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 30th, 2012 • Western Liberty Bancorp • National commercial banks • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is made, effective as of October 28,2010 (the “Grant Date”); by and between Western Liberty Bancorp (the “Company”) and William E. Martin (the “Employee”).
SPONSOR’S CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTUnits Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 2,500,000 co-investment units (“Committed Co-Investment Units”) of Global Consumer Acquisition Corp. (the “Corporation”) at $10.00 per unit, consisting of 2,500,000 shares of the Corporation’s Common Stock (the “Committed Co-Investment Common Stock”) and 2,500,000 warrants, each to purchase one share of the Corporation’s Common Stock (the “Committed Co-Investment Warrants”) at $7.50 per share, for an aggregate purchase price of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Committed Co-Investment Unit Purchase Price”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___2007, by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED VOTING AGREEMENTAnd Restated Voting Agreement • January 29th, 2010 • Western Liberty Bancorp • National commercial banks • Delaware
AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), dated as of January 28, 2010, between the undersigned stockholders (“Stockholders”) of SERVICE1ST BANK OF NEVADA, a Nevada-chartered non-member bank (the “Company”), and WESTERN LIBERTY BANCORP, a Delaware corporation (“Parent”).
VOTING AGREEMENTVoting Agreement • November 9th, 2009 • Western Liberty Bancorp • National commercial banks • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of November 6, 2009, between the undersigned stockholders (“Stockholders”) of SERVICE1ST BANK OF NEVADA, a Nevada-chartered non-member bank (the “Company”), and WESTERN LIBERTY BANCORP, a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 14th, 2009 • Global Consumer Acquisition Corp. • Blank checks • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made effective as of July 13, 2009, by and among GLOBAL CONSUMER ACQUISITION CORP., a Delaware corporation with its principal place of business in New York, New York (“Parent”), WL INTERIM BANK, a Nevada corporation (“Merger Sub”), 1ST COMMERCE BANK, a Nevada-chartered non-member bank (“Bank”), CAPITOL DEVELOPMENT BANCORP LIMITED V, a Michigan corporation with its principal place of business in Lansing, Michigan, the direct owner of a majority in interest of Bank (“Capitol”), and CAPITOL BANCORP LIMITED, a Michigan corporation with its principal place of business in Lansing, Michigan (“CBL”) (for purposes of Section 7.5, Section 7.10, Section 9.8, Section 9.11(d), Section 9.14 and Section 9.15). Parent, Merger Sub, Bank, Capitol and CBL are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • October 9th, 2009 • Western Liberty Bancorp • National commercial banks • New York
This Amendment No. 1, dated as of October 7, 2009 (this “Amendment”), to the Amended and Restated Warrant Agreement, dated as of July 20, 2009 (the “Warrant Agreement”), between Global Consumer Acquisition Corp. (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), is hereby entered into between the Company and the Warrant Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant Agreement.
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTAmended And • July 28th, 2009 • Global Consumer Acquisition Corp. • National commercial banks • New York
This Agreement (this “Agreement”) is entered into as of July 28, 2009, by and between Hayground Cove Asset Management LLC, a Delaware Limited Liability Company (“HCAM”) and Global Consumer Acquisition Corp., a Delaware Corporation (“GCAC”), and amends and restates in its entirety that certain Sponsor Support Agreement, dated as of July 13, 2009, by and between HCAM and GCAC.
August 13, 2009Warrant Agreement • August 14th, 2009 • Global Consumer Acquisition Corp. • National commercial banks
This letter agreement hereby sets forth a further agreement between GCAC and Hayground Cove with respect to any Warrants held by Hayground Cove or its affiliates at any time to ensure that Hayground Cove or its affiliates do not, at any time, exercise significant control over the voting securities of GCAC’s bank holding company successor, Western Liberty Bancorp (“WLBC”).
AMENDMENT NO. 2 TO GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 25th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made this 18th day of October, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (“Company”) and Hayground Cove Asset Management, LLC, a Delaware limited liability company (“Purchaser”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 29th, 2008 • Global Consumer Acquisition Corp. • Blank checks • California
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into as of December 23, 2008 by and between SCOTT LAPORTA (“Mr. LaPorta”), residing at 308 Laurel St., San Francisco, CA, 94118, on the one hand, and GLOBAL CONSUMER ACQUISITION CORP. (“GCAC”), located at 1370 Avenue of the Americas, 28th Floor, New York, NY 10019, on the other hand (collectively, the “Parties”).
WESTERN LIBERTY BANCORP 1370 Avenue of the Americas, 28th Floor New York, NY 10019 November 12, 2009Western Liberty Bancorp • November 13th, 2009 • National commercial banks
Re: Agreement and Plan of Merger (the “Agreement”), made effective as of July 13, 2009, by and among Western Liberty Bancorp (f/k/a Global Consumer Acquisition Corp. “WLB”), WL Interim Bank, 1st Commerce Bank, Capitol Development Bancorp Limited V and Capitol Bancorp Limited (“Capitol”)
July 20, 2009Warrant Agreement • July 22nd, 2009 • Global Consumer Acquisition Corp. • Blank checks • New York
This Agreement (this “Agreement”) will confirm the basis upon which Global Consumer Acquisition Corporation (the “Company”) and the holders of warrants (the “Warrants”) listed on the signature pages and completing Schedule I hereto (each, a “Holder”) have agreed to amend the Warrant Agreement made as of November 27, 2007, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 attached as Exhibit A hereto (the “Warrant Agent”) (as in effect on the date hereof, the “Original Agreement”). The Original Agreement as amended by the Amendments (as defined below) is referred to herein as the “Amended and Restated Warrant Agreement.”
SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 28th, 2010 • Western Liberty Bancorp • National commercial banks • New York
This Second Amended and Restated Warrant Agreement (this “Warrant Agreement”) is made as of September 27, 2010 between Western Liberty Bancorp (formerly known as Global Consumer Acquisition Corp.), a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”), and amends and restates in its entirety that certain Amended and Restated Warrant Agreement, dated as of July 20, 2009, as amended by that certain Amendment No. 1, dated as of October 7, 2009, each between the Company and the Warrant Agent (as amended, the “Prior Warrant Agreement”).
FORM OF FOUNDERS’ SHARES SUBSCRIPTION AGREEMENTGlobal Consumer Acquisition Corp. • July 24th, 2007
(the “Subscriber”) hereby subscribes for ( ) shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Global Consumer Acquisition Corp., a Delaware corporation (the “Corporation”) for an aggregate purchase price of ($ ), the receipt and sufficiency of which is hereby acknowledged.
GLOBAL CONSUMER ACQUISITION CORP. 1370 Avenue of the Americas 28th Floor New York, NY 10019 September 15, 2009Global Consumer Acquisition Corp. • September 21st, 2009 • National commercial banks
This will confirm that, except as set forth below, the above-referenced employment agreement between you (in your individual capacity) and us is hereby terminated, effective immediately, with the effect that neither you nor we shall have any further duty or obligation under that agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 14th, 2009 • Global Consumer Acquisition Corp. • Blank checks • New York
This Agreement (this “Agreement”) is entered into as of July 13, 2009, by and between Hayground Cove Asset Management LLC, a Delaware Limited Liability Company (“HCAM”) and Global Consumer Acquisition Corp., a Delaware Corporation (“GCAC”).
ASSET PURCHASE AGREEMENT BETWEEN COLONIAL BANK, GLOBAL CONSUMER ACQUISITION CORP. AND THE COLONIAL BANCGROUP, INC. DATED: July 13, 2009Asset Purchase Agreement • July 14th, 2009 • Global Consumer Acquisition Corp. • Blank checks • Delaware
This Asset Purchase Agreement (the “Agreement”) is entered into as of July 13, 2009, by and between Colonial Bank, an Alabama banking corporation having its principal offices in Montgomery, Alabama (“Seller”), Global Consumer Acquisition Corp., a Delaware corporation having its principal offices in New York, New York (together with a to-be-acquired Nevada state chartered bank as assignee pursuant to Section 12.1(b), the “Purchaser”) and, for purposes of Section 8.6 hereof, The Colonial BancGroup, Inc., a Delaware corporation having its principal offices in Montgomery, Alabama (“BancGroup”).
FOUNDERS SHARES RESTRUCTURING AGREEMENTFounders Shares Restructuring Agreement • July 22nd, 2009 • Global Consumer Acquisition Corp. • Blank checks • New York
This Founders Shares Restructuring Agreement (the “Agreement”) is entered into as of July 20, 2009, by and between Global Consumer Acquisition Corp., a Delaware Corporation (“GCAC”) and Hayground Cove Asset Management LLC, a Delaware Limited Liability Company and the sponsor of GCAC (“HCAM”).
Expense Sharing AgreementExpense Sharing Agreement • November 3rd, 2010 • Western Liberty Bancorp • National commercial banks
This Expense Sharing Agreement (this “Agreement”) is made as of October 29, 2010, between Western Liberty Bancorp, a Delaware corporation (the “Company”), and Service1st Bank of Nevada, a Nevada-chartered bank (the “Subsidiary”).
AMENDMENT NO. 1 TO GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made this 1st day of August, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (“Company”) and Hayground Cove Asset Management, LLC, a Delaware limited liability company (“Purchaser”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 24th, 2010 • Western Liberty Bancorp • National commercial banks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated June 21, 2010 (this “Amendment”), is made to the Agreement and Plan of Merger dated as of November 6, 2009 (the “Merger Agreement”), by and among WESTERN LIBERTY BANCORP, a Delaware corporation with its principal place of business in New York, New York (“Parent”), WL-S1 INTERIM BANK, a Nevada corporation, SERVICE1ST BANK OF NEVADA, a Nevada-chartered non-member bank (“Bank”), and CURTIS W. ANDERSON, an individual, as the representative of the Persons who will be former stockholders of Bank after the Closing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER among WESTERN LIBERTY BANCORP, as Parent, WL-S1 INTERIM BANK, as Merger Sub, SERVICE1ST BANK OF NEVADA, as Bank, and CURTIS W. ANDERSON, as Former Stockholders’ Representative Dated as of November 6, 2009Agreement and Plan of Merger • November 9th, 2009 • Western Liberty Bancorp • National commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made effective as of November 6, 2009, by and among WESTERN LIBERTY BANCORP, a Delaware corporation with its principal place of business in New York, New York (“Parent”), WL-S1 INTERIM BANK, a Nevada corporation (“Merger Sub”), SERVICE1ST BANK OF NEVADA, a Nevada-chartered non-member bank (“Bank”), and CURTIS W. ANDERSON, an individual, as the representative of the Persons who will be former stockholders of Bank after the Closing (the “Former Stockholders’ Representative”). Parent, Merger Sub, Bank and the Former Stockholders’ Representative are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”.
